The following form of Amendment to Stock Option Agreements was entered into with
the following executive officers and directors as follows:




Name                                Price Per Share
----                                ---------------

                                 
Frederick A. Moran                  $0.20625

Clayton F. Moran                    $0.1875

Edwin B. Read                       $0.1875

Dr. Hussein Elkholy                 $0.1875

James B. Dittman                    $0.1875

Dr. Leonard Hausman                 $0.1875




                  FORM OF AMENDMENT TO STOCK OPTION AGREEMENTS
                       UNDER THE VDC COMMUNICATIONS, INC.
                      1998 STOCK INCENTIVE PLAN, AS AMENDED

                  This Amendment (the  "Amendment") is made  as  of  October 16,
2000, (the "Amendment Date") by and between VDC Communications, Inc., a Delaware
corporation (the "Corporation") and Frederick A. Moran (the "Optionee").

                  WHEREAS,  the parties  have  entered  into  option  agreements
representing stock options granted to the Optionee under the VDC Communications,
Inc. 1998 Stock Incentive Plan, as amended from time to time (the "Plan"); and

                  WHEREAS,  the parties  wish to amend  certain of these  option
agreements.

                  NOW,  THEREFORE,  the parties hereto,  intending to be legally
bound, and for good and valuable  consideration,  the receipt and sufficiency of
which are hereby acknowledged, hereby agree as follows:

                  1.       The per share exercise price set forth in Corporation
stock  option  agreements         (collectively  the  "Amended  Agreements")  is
                          -------
hereby amended to be $           .
                      -----------

                  2.       Except as otherwise set forth herein,  the  terms  of
the Amended Agreements shall remain in full force and effect.

                  3.       This  Amendment  may  be  executed  in  two  or  more
counterparts and delivered via facsimile, each of which shall be deemed to be an
original,  and all of  which  together  shall be  deemed  to be one and the same
instrument.

                                   Page 1 of 2


         IN WITNESS  WHEREOF,  the parties have signed this  Amendment as of the
date first written above.

                                          CORPORATION:

                                          VDC COMMUNICATIONS, INC.

                                          By:
                                             -----------------------------------
                                                Frederick A. Moran
                                                Chief Executive Officer

                                          OPTIONEE:


                                          --------------------------------------

                                  Page 2 of 2